Filing Details
- Accession Number:
- 0001104659-25-052497
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-22 20:00:00
- Filed By:
- Christopher Jeffery
- Company:
- Vireo Growth Inc.
- Filing Date:
- 2025-05-23
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Christopher Jeffery | 0 | 43,368,555 | 0 | 43,368,555 | 43,368,555 | 8.6% |
| Christopher James Jeffery Revocable Trust | 0 | 28,322,283 | 0 | 28,322,283 | 28,322,283 | 5.6% |
| J-Bird Capital LLC | 0 | 15,046,272 | 0 | 15,046,272 | 15,046,272 | 3.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Vireo Growth Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
92767B105 (CUSIP Number) |
Joseph Duxbury 207 South 9th Street, Minneapolis, MN, 55402 612-239-1963 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92767B105 |
| 1 |
Name of reporting person
Christopher Jeffery | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,368,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 92767B105 |
| 1 |
Name of reporting person
Christopher James Jeffery Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,322,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 92767B105 |
| 1 |
Name of reporting person
J-Bird Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UTAH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,046,272.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Subordinate Voting Shares |
| (b) | Name of Issuer:
Vireo Growth Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
207 South 9th Street, Minneapolis,
MINNESOTA
, 55402. |
| Item 2. | Identity and Background |
| (a) | This Statement is filed by (i) Christopher Jeffery; (ii) the Christopher James Jeffery Revocable Trust (the "Trust"); and (iii) J-Bird Capital LLC ("J-Bird"). The Trust, J-Bird and Christopher Jeffery are referred to collectively as the "Reporting Persons." Mr. Jeffery is the sole trustee of the Trust and sole member of J-Bird. |
| (b) | The business address of each Reporting Person is P.O. Box 3193, Park City, UT 84060 |
| (c) | The Trust is an estate planning vehicle that makes and holds investments. J-Bird is a single member LLC. Mr. Jeffery is Chief Demand Officer of the Issuer. |
| (d) | Mr. Jeffery has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| (e) | During the past five years, Mr. Jeffery has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding he was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Trust is formed under the laws of Maryland. J-Bird is a Utah LLC. Mr. Jeffery is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 12, 2025 (the "Closing Date"), the Issuer completed its previously announced acquisition of WholesomeCo, Inc. (the "Merger"). In connection with the Merger, WholesomeCo, Inc. became a wholly owned subsidiary of the Issuer. In connection with the Merger, the Reporting Persons acquired the subordinate voting shares of the Issuer described herein as consideration for common stock of WholesomeCo, Inc. held by the Reporting Persons. | |
| Item 4. | Purpose of Transaction |
The purpose of this filing is to report the acquisition of beneficial ownership by the Reporting Persons of an aggregate of 43,368,555 subordinate voting shares of the Issuer.
Mr. Jeffery is the Chief Demand Officer of the Issuer. As such, he participates in the management of the Issuer. The Reporting Persons may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, operations, capital structure or business of the Issuer. Depending upon market conditions and other factors that the Reporting Persons deem material, they may purchase additional subordinate voting shares or other securities of the Issuer in the open market, private transactions or from the Issuer, or may dispose of all or a portion of the subordinate voting shares or other securities of the Issuer that they now own or may hereafter acquire. Except as described above, the Reporting Persons do not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the information on the cover pages of this Schedule 13D, which is incorporated by reference herein. |
| (b) | See the information on the cover pages of this Schedule 13D, which is incorporated by reference herein. |
| (c) | The Reporting Persons have not effected any transactions in the subordinate voting shares of the Issuer during the past 60 days, other than as described in Item 4 of this Schedule 13D. |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the subordinate voting shares reported by the Reporting Persons on the cover pages of the Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the subordinate voting shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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